Look Out, Here Comes the Spider-Man
by CottageCheese6535
Summary: Peter Parker can climb walls, spin webs, and fight crime, just like a spider can. Too bad he looks like one too.


**A/N - So I looked it up and apparently Uncle Ben was a military police officer? What the fuck? That seems like a crucial bit of background.**

**Anyway, I've gotten into a habit of obsessively rewriting and restructuring old works of mine, so that's what this. Enjoy.**

When Peter feels the pinch on the back of his neck, he slaps at it, finds a red and blue spider in the palm of his hand, and then promptly forgets about it when Ned grabs his arm and pulls him over to the test tubes. They were ones that _real _scientists used, he says. Maybe they could get some for the lab at school.

When he gets on the bus, he feels worse. He probably should have realized at that point that something was wrong, but hindsight is twenty-twenty, after all. His head starts pounding and his vision blinks in and out, colors brightening and dulling in rapid succession. Flash's jeering is first deafeningly loud, then nearly silent, and Ned's concerned voice is the same. Peter leans his head on the cool glass of the window and closes his eyes, the uncomfortable rattling of the bus hardly reaching him in his foggy state, and when it stops outside the school he's barely off in time to vomit all over the sidewalk.

The teacher rubs his back and mutters what is probably meant to be something soothing, but none of it registers in Peter's mind until he's laying in the backseat of Ben's car with a bucket beside his head. He blinks his eyes open, peels his cheek off the seat, and blearily searches for his glasses as if he's waking up in bed at home. He finds them, neatly folded in a cupholder next to the door. When he puts them on the first thing he notices is Uncle Ben, turned around in his seat and watching him with concern clear on his face. The second thing he notices is a horrible ache in his eyes, made worse when he digs the palms of his hands into his sockets to try and alleviate it. He hisses in pain, then takes his glasses off altogether. The ache fades but doesn't disappear.

"You alright, Pete?" Ben's blurry figure asks him, his eyes crinkling. "Besides the obvious, I mean."

Peter squints, trying to make out his uncle through his shitty vision. "Obvious?" He winces at how ragged his voice sounds. He coughs to try and clear his throat.

It looks like Ben raises an eyebrow. "I don't know if you've seen yourself, buddy, but you look awful," he says, a hint of poorly concealed panic beneath his joking tone. "You definitely have a fever."

Peter presses a hand to his cheek. He doesn't think he feels warm, but maybe that just doesn't work if you do it to yourself. He does feel weirdly cold, though, and he's shivering. He can't remember if he's felt like that when he's been sick before. He can't really remember anything right now, to be honest. He frowns. "Where are we?"

"We're outside the apartment. You were pretty out of it the whole way here." He hesitates, tapping his fingers on his seat. "Listen, if you _really _don't feel good, we might have to take you to the hospital."

Peter feels himself whiten, the flushness in his cheeks he hadn't known was there briefly receding. "N…n-no, I'm okay," he pulls himself upright with great effort, swaying slightly as he waits for his lightheadedness to fade. When it becomes apparent that that isn't going to happen, he bites his lip and continues. "I'm...I'm fine. I'll be okay, I just need to sleep it off."

Peter still can't see Ben clearly without his glasses, but he can almost feel the disbelief radiating from the man. "Peter, you really don't look good. Are you sure?"

Peter nods, ignoring the itch in the back of his mind. _(He hadn't been in the hospital since the car crash.) _"Yeah," he says. "I'm sure."

Ben nods too, but Peter knows instinctively that he'll regret it later. When he wonders to himself why he'll think that, the thought flees his mind altogether and before he knows it, he's inside.

Peter stumbles sideways into the wall, the sudden change of scenery disorienting and confusing him. Hadn't he just been in the car? A hand clamps down on his shoulder and he flinches violently, then realizes its only Ben when his soft voice drifts over his shoulder and tells him to get some rest, that May will be back soon. Peter does the only thing he can and nods, lacking the energy or will to try and puzzle out what's going on. Maybe losing chunks of your memory was just a thing that happened when you were sick.

He lurches down the hall like a zombie, doing his best to stay awake and aware of his surroundings, then collapses into his bed. His glasses are still clutched in one hand, and he stares at them for a moment, then carefully places them on his nightstand. He isn't sure if he falls asleep after that, or if he just blacks out again, but when he comes back to himself the window is dark and he's throwing up in his trashcan. Someone comes in and soon he has two familiar presences at his sides, stroking his hair and whispering soothing words into his ear.

He squints up at one of them, and the familiar face of his aunt swims in front of him for a moment, and then disappears just as quickly. When he wakes up again, he's tucked into bed with a glass of water and a bowl of somehow burnt _and _freezing soup beside him. Peter nearly spills the water all over himself in his hurry to soothe his parched and sore throat and wash away the sour taste of vomit, then debates the merits of eating the soup before eventually deciding it would probably only make him feel worse.

This time, Peter falls asleep for real.

.

.

.

He groans when he wakes up, tightly clenching every muscle in his body. He throws off his covers and rolls out of bed, shivering as a chill ripples through his bones. He rises on unsteady feet and pads silently down the hall towards the bathroom, hardly registering the cloak of darkness that has descended over the living room or the noisy snoring from down the hall.

Something tingles in the back of his head. Suddenly the darkness feels oppressive and _dangerous, _and Peter is wide awake. He hurries into the bathroom and slams the door behind him, switching on the light as soon as the tingling in his head fades. His chest is rising and falling in great heaving breaths and his heart pounds like thunder in his chest.

_What was that?_

Peter sees himself in the mirror then, pale and sweaty and gasping for air like a stranded fish. He sucks in great breaths attempting to get his ragged breathing under control, and when he does, he closes his eyes and digs the palms of his hands into his sockets. He _hurts, _deeply and oddly, like nothing he's ever felt. He's so cold and itchy, and his eyes feel like they're being stabbed over and over again, and everything is so _loud._

Then he remembers why he's in the bathroom in the first place. After he takes care of his business, he sits on the rim of the bathtub, unwilling to venture back into the darkened apartment. He knows it's silly of him, that reasonably, nothing out there can hurt him, but he's not feeling very reasonable at the moment. So he stays.

Another chill works its way from the tips of his toes, up his spine. He shivers and hugs himself as he waits for the discomfort to pass, groaning as he realizes that this, too, isn't something that will just go away. He groans again as his stomach rolls and turns, bile rising in his throat until he's sure he's going to throw up again. His head pounds constantly, like the beating of a drum, spikes of pain shooting through his skull and into his eyes. In some distant form of coherent thought, he thinks that he should move to the toilet in case he throws up, so he slides off of the bathtub and onto the cold, cold tiles. He doesn't have the energy to get back up.

The pain ebbs and flows, surging through his body like waves on a violent shore, reaching its cold fingers into every part of him. He bites his lip until he tastes blood, and then regrets it when the coppery smell floods his senses, seeps into his nose and mouth until it's all he knows. Just the cold, cold tiles and the stench of blood. Sharp bursts of heat crackle and pop behind his eyes, wringing tears and desperate sobs from his heaving lungs.

Then the pain rises from its already unbearable pitch, and something _changes._

His body creaks and moans and shifts within itself, a horrible, wet noise that dominates his entire being. The stench of blood becomes stronger, and he screams, feeling his skin stretch and tear with the stress of his bones _moving around inside him. _His shirt tears as his shoulders widen, and pins and needles ripple up and down his limbs, spreading in waves down his back and chest. He arches his back, desperate to escape the awful feeling, but no matter how much he writhes he can't get away. He throws up again.

His skull shrieks in protest (or was that just him?) and he swears he can feel his head splitting apart, only to pull itself back together, over and over and over again, until he can bear it no longer and he wails in fear and pain. His voice is no longer its familiar pubescent tone, but something guttural and deep. He would have been pleased if it didn't hurt so badly.

His wails echo off the walls, reverberating easily in the tiny room. The sound beats him over the head, so he screams louder, and nearly passes out in the resulting thunder. He cuts himself off with much difficulty, choking on his sobs, and is rewarded with silence. Blissful, peaceful silence. He collapses back onto the ground, exhausted.

And only then does it stop.

Peter pants, eyes tightly shut against the suddenly blinding bathroom lights, and wonders why he can't feel the tiles. Then he wonders why his first thought was _that, _of all the things he could be wondering about (although he does feel very warm, like he's wearing a thick sweater). He tries to roll his eyes at his own absurdity, but clamps them shut as soon as he opens them, the impression of the bathroom burned onto his eyelids. He whimpers and hugs himself tighter, rolling away from the overpowering stench of blood and vomit. He can't stand this. He just wants to wake up from this horrible nightmare.

…

Well, he can't wait _forever._

Peter carefully, _carefully, _opens his eyes, squinting through the harsh light, and waits for his eyes to adjust. He blinks over and over again, slowly widening his eyes, first in practicality and then in fear, when he can see nothing but a bright white haze. He hasn't gone blind, has he?

But then he can begin to make out shapes through the haze, and although they aren't very clear or defined and are barely recognizable, he sighs in relief. He unwraps his arms from around his stomach (have they gotten...longer?) and places his hands on the floor, intending to push himself to his feet, but then he gasps at how cold it is. He rolls over onto his side and presses his hands to his chest, trying desperately to warm them up, but it turns out to be for nothing because the moment his hands leave the floor, they're just as warm as the rest of him.

He shakes his head in confusion, grits his teeth against the discomfort, and pushes himself to his feet. The floor feels gritty and cold and gross, like he can feel every dent, every groove, every inch of the dirty bathroom floor.

He's surprised at how easy it is to lift himself. It's almost effortless. He manages to get his legs underneath him, instinctively avoiding the patch of foul smell where he'd been sick. He straightens slowly, paranoid of the already distant pain he'd felt just minutes before suddenly returning.

He feels...good. Great, even. Surprising, given the circumstances, but hey, why complain.

He stumbles around for a minute, fumbling around for the lightswitch hidden by the bright haze over his vision, sure that he probably shouldn't feel as calm as he does but feeling it anyway. He finds it eventually and turns off the lights, hissing in relief as the painful pressure on his eyes finally, like the rest of the pain, evaporates with barely a trace.

He blinks, allowing his eyes to adjust once again. They do so much quicker this time, and to his surprise, the bathroom appears brightly lit. Although, everything seems to be in shades of grey. He rubs his eyes, wiping away gunk that has managed to build up around them, and shakes his head, trying to wring any sort of logic out of what he can only assume is some kind of dream.

He turns around, and then he knows he's dreaming. Because there's a monster in the mirror. Peter observes it calmly, although when he first catches sight of it his heart skips a beat. It's only a dream, after all.

Coarse, wiry fur covers it from head to toe, dark stripes wrapping around its arms and down its bare chest. There are stripes on its face, too, shooting out from its eyes and over the top of its head, fading into the rest of its fur. Its face itself is creepy and spider-like, with giant, solid black eyes that shine in the dark, and a disgusting mouth with two mandibles that click and twitch as he watches. It has no nose or ears, either, Peter notes with a growing feeling of dread deep in his gut. Just blank patches of that same, wiry fur.

Peter steps closer to the mirror, and so does the spider-man. He steps closer until the sink digs into his waist, and he's gripping it with all his might, ignoring the awful feeling of the dirty counter on his bare hands. The spider-man does the same. The porcelain cracks under their palms, but Peter is too entranced to notice.

Peter unclenches one of his hands and holds it up in front of the mirror. The horrible feeling of _calm _is a suffocating blanket over his face, doused in cold water over and over again and stealing the air from his lungs, but still, he watches without emotion as the spider-man on the other side of the mirror lifts his hand to match his. He turns it, examining the limb from all angles. It's covered in fur just like the rest of his body, except for his palms, which are bare.

He presses it against the mirror. The spider-man does the same.

And then Peter breaks, because it's _him._

**A/N - First little prologue chapter done, hooray. If you're new, welcome. Peter is a Man-Spider in this one. If you're returning, sorry for this whole rewriting thing, but I wasn't really happy with how this was turning out, which is why I decided to rewrite it. I'm abandoning the two timelines thing altogether in favor of a more linear story, and I'm doing a slightly altered backstory for Peter with more storytelling in between the spider bite and when he and the Avengers have their little altercation.**

**The story will eventually get back to where it was in maybe one or two longish chapters to make up for lost time, but rest assured that it **_**will **_**get back. In the meantime, I hope you enjoyed my (hopefully) improved writing, and I'll get back to you shortly.**


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